Business Retainer Proposal

BUSINESS RETAINER PROPOSAL

THIS BUSINESS RETAINER PROPOSAL (the Agreement) is entered into between: Client Name: and Consultant Name: (collectively, the Parties).

WHEREAS

WHEREAS, Client requires ongoing business advisory, project oversight, and related professional services as described herein; and

WHEREAS, Consultant represents that Consultant has the experience, qualifications, and personnel necessary to provide such services and is willing to perform services on the terms set forth in this Agreement; and

WHEREAS, the Parties wish to set forth the scope, compensation, term, and other material terms of their relationship in this Business Retainer Proposal.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

1. Scope of Work

Standard deliverables to be provided include: ongoing advisory, periodic reporting, attendance at scheduled meetings, preparation of agreed deliverables, and reasonable coordination with Client personnel. Specific deliverables, timelines, and acceptance criteria shall be set forth in attachments to this Proposal or in mutually agreed work orders.

2. Payment Terms

All fees are exclusive of applicable taxes. Consultant shall issue invoices in accordance with the Billing Schedule. If Client fails to pay any undisputed invoiced amount within the specified Invoice Due period, Consultant may suspend performance after seven days' written notice and shall be entitled to collect late fees as set forth above and recover collection costs and reasonable attorneys' fees.

3. Term and Termination

Term Commencement Date:     Term Expiration Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice specifying the breach. Consultant may terminate for nonpayment in accordance with the Payment Terms. Upon termination, Client shall pay Consultant for all services performed and expenses incurred through the effective date of termination and for any non-cancellable commitments made by Consultant prior to termination.

4. Confidentiality

Each party (the Receiving Party) acknowledges that in the course of performance it will receive Confidential Information from the other party (the Disclosing Party). "Confidential Information" means non-public information disclosed in any form that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party shall: (a) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (b) restrict disclosure to employees, contractors, or advisors with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without reference to the Confidential Information; or (iv) is required to be disclosed by law or court order, provided the Receiving Party gives prompt notice and cooperates with reasonable efforts to limit disclosure.

5. Independent Contractor; Liability

Consultant is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. Consultant is solely responsible for its taxes, benefits, and employee compensation.

Except for willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. Consultant's aggregate liability for claims arising out of or related to this Agreement shall not exceed the total fees paid by Client to Consultant under this Agreement in the twelve (12) months preceding the claim.

6. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Governing State without regard to conflict of law principles. The parties consent to the exclusive jurisdiction of the courts located in the Governing State for disputes arising out of this Agreement.

7. Entire Agreement; Amendments

This Agreement, together with any attached exhibits or mutually executed work orders, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior oral and written agreements and understandings. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both Parties.

8. Notices

9. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Consultant may assign to an affiliate or successor in interest provided Client is notified in writing.

The Parties acknowledge that monetary damages may be inadequate to remedy a breach of the confidentiality obligations and that the Disclosing Party may seek injunctive or equitable relief in addition to any other available remedies.

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